ATTACHMENT 4

Chapel Hill/Ram Term Sheet

Revised November 14, 2006

  1. Developer will provide a minimum of $12.5 million dollars of equity in the Lot 5 Project. 
  2. Town leases building pad to Developer under Ground Lease for a term of 99 years (the “Ground Lease”).  Rent under the Ground Lease will be $1 per year plus the various benefits the Town will realize from the development of the Lot 5 Project, including but not limited to public space to be developed by the Developer at its cost but owned and operated by the Town, public art corresponding to 1% of the total cost of the project, affordable housing that will be required to be subsidized by the Developer, LEEDs certification of the project, the additional cost of placing the Condominium Parking underground, the enhanced tax base, and the general economic developments that will be generated for the entire downtown area.
  3. The Developer shall have the right, which shall be assigned to the condominium association upon turn-over, to terminate the ground lease and acquire fee simple title to the land and/or air rights on the date that is 50 years after the commencement of the ground lease.  The termination fee shall be $2 million.  
  4. The Developer will construct approximately 137 for sale condominium units (15% of which shall be affordable for a total of 21 affordable units) and approximately 28,540 square feet of retail.
  5. The Developer will construct, pursuant to plans and specifications approved by the Town, the public plaza/public space aggregating approximately 27,215 square feet.  All of such public space will be owned and operated by the Town.
  6. The improvements on Lot 5 will be LEEDs certified.
  7. Developer will construct an underground parking garage below the condominium/retail building containing approximately 161 parking spaces (the “Town Parking”) that will be available to the general public including retail patrons (i.e. no monthly rentals).  The remaining parking spaces aggregating approximately 169 will be allocated to the owners of the condominium units (the “Condominium Parking”).
  8. Developer and the Town will seek to secure appropriate permission for an additional ten (10) to fifteen (15) on-street parking spaces that will be allocated to the Town.
  9. The Town Parking would be located on the first level of the underground parking garage and the Condominium Parking would be located on the level below the Town Parking.
  10. Upon completion of the parking garage, the Developer will convey to the Town, fee simple unencumbered title to the Town Parking at a purchase price equal to $7,245,000, which represents Developer’s current estimate of the cost to design, permit, finance, plan, supervise, and construct the Town Parking (“Town Parking Costs”).  Developer agrees to provide documentation as may reasonably be required by the Town and the Local Government Commission to assist with the financing of the purchase of the Town Parking.  The Town may, at its option, elect to audit the Town Parking Costs and in the event said costs are less than $7,245,000, the Developer shall refund the excess amount within 30 days of demand thereof.  In the event the audit indicates that a refund is due, the Developer shall also reimburse the Town for the cost of the audit not to exceed $20,000.
  11. Parking for the affordable housing units will be provided by the Town at the Wallace Deck or other Town-owned property.  A below market rental rate would be charged for such parking.
  12. All of the Town approval rights as contemplated by the original MOU and as presently contained in the draft of the Development Agreement would be applicable to the revised Lot 5 development plan.
  13. The Developer would be required to provide a payment and performance bond insuring completion of the entire project (subject to industry standard exceptions) as well as the personal guaranty of C. Cummings as contemplated by the MOU and as contained in the present draft of the Development Agreement. 
  14. The Developer would contribute $200,000 to be used for the initial programming of the public space.  The provisions of the MOU and as presently contained in the draft of the Development Agreement relating to the public space, the programming thereof and restrictions with respect thereto would be carried forward to the new Lot 5 Project.
  15. The parties would exert their best efforts to memorialize the agreement by a definitive development agreement within sixty (60) days following approval of a revised proposal and authorization of a development agreement for the Lot 5 Project by the Town Council.  The Development Agreement would conform to and contain terms consistent with the original MOU and the existing draft of the Development Agreement adjusted to take into account the revised development plan and structure.